Three Little Kittens and a Beanpole
by ghost-of-a-scarecrow
Summary: After a swirling portal in the sky opens up; Margo, Agnes, and Edith are suddenly and quite literally dropped into the Once-ler and Lorax's world, having never met Gru at all. But couldn't the Once-ler be a sufficient substitute?
1. Chapter 1

**A/N: This is a collaborative story that I'm writing with Crystal Persian, whose idea this was originally. In short, it goes as the summary says, the girls fall into the Once-ler's world, and stuff happens. Can't tell you what at this point, that'd just mean spoilers! So please read, enjoy, and let us know what you think of it!**

* * *

The Once-ler groaned passively as he swiped away the remnants of the townspeople's latest tomato-fest from his hair and hat.

"Man, you'd think they'd get tired of tomatoes!" He grumbled to Melvin, giving the tolerant mule a pat as he walked alongside, keeping in stride as they made their way back to the Once-ler's tent.

"Perhaps carrots? More painful, but less of a mess..." It didn't help matters any that the townspeople hadn't even spared a thought for his Thneed, they had just wanted to see him red in face with tomato paste. They sky itself was reflecting his mood, becoming more violent and grey by the moment. He glanced up.

"Melvin, wha-" Before he could finish the thought, Melvin stopped in his tracks and stared up at the sky as well, screaming as a bolt of lightning slashed into the innocent ground below.

"What the...!" the Once-ler stammered as he stared into the slowly churning grey, electric sky. Not another moment passed before another jagged bolt of blue-white light attacked the ground. It was so close to his feet that he jumped back with a surprised - if not completely terrified - yell and fell to the ground, catching the wheel of his wagon with a shaking hand. Melvin reared and tried to turn away, but the harness kept his options limited. The Once-ler steadied himself and rose to his feet, placing a hand on the back of his frightened mule to calm him. He kept a wary eye on the clouds above, however, and his concentration broke only when a high-pitched squeal met his ears. Make that several high-pitched squeals."Wha...?" he whispered. A small, fast movement caught his eye; the very source of the odd, far-too-audible noise. Three small children were falling from the sky. If he hadn't been seeing it with his own two eyes, he probably wouldn't have believed that there were _children_ falling from the sky, but there they were. Three little girls falling... from... the...

"Holy cow!" Not wasting a second on rational thought, the Once-ler raced forward, determined to catch the three screaming girls before they hit the ground.

* * *

Margo stared at the oncoming landscape with a morbid mixture of both innate curiosity and a completely rational sense of terror. Her two sisters were above her, falling as she was and screaming their lungs out. Agnes was the closest, but no matter how many times Margo had tried to get a hold of her hand, she found her youngest sibling just out of her desperate reach. She squeezed her eyes shut. How had it come to this? Why were they here? They were only three harmless, homeless little girls selling cookies out in the streets! The chilling fear that ran up her spine got colder - far more potent than she had ever thought possible as she and her sisters plummeted from the sky. She knew the event would come soon, that final burst of pain would end it, once and for all. She was momentarily surprised that she was still falling, the ground hadn't seemed that far away, but that confusion ceased to exist when the terror consumed her once again. Soon. Soon she'd hit the ground.

Then the moment came. It felt a lot different than she had imagined; perhaps it had been a quick, fleeting death and the fact that she swore she could feel herself being gently lowered into the grass by a pair of arms was a pleasant illusion. If that was so, she refused to open her eyes. Only when she heard Agnes's squeal of delight did she manage to allow herself a momentary glimpse of their surroundings. Dead, they were definitely dead. The place was too beautiful and full of life and colour to be real.

* * *

The Once-ler ran as fast as his admittedly long legs would allow, eyes locked on the three little figures getting frighteningly closer by the second. He hardly noticed the sound of Melvin's hooves clattering along behind him, following at the same determined pace. Closer, closer; with every moment that passed he feared the worst, and his heart leapt into his throat as he lunged forwards. He snatched one of the girls out of the air, nearly collapsing on the ground from the sudden weight. Another smaller one was rapidly following the first, and he adjusted his hold on the girl already in his grasp to accommodate for the second's imminent arrival in his arms. He caught her with much less ease than the girl before. He was practically off-balance as it was, but then the third came plummeting down on top of him and he lost his footing completely as she landed heavily on his chest in a blur of pink, knocking him to the ground. He lay panting for a moment, catching his breath as he held all three close. They were curled up and shaking from the ordeal, but their combined weight was getting to be a bit too much. He sat up carefully and set each of them down in the grass beside him, taking a mental note to be a bit more wary of the sky from now on. Who knows? Maybe one day it actually _would_ rain cats and dogs.

A small movement beside him caught his attention, and he watched as the smallest of the three girls uncurled herself, looking about her in surprise. She met his gaze with her very big eyes. After a few short seconds, a wide smile lit up her face and she lunged at him with a happy cry, wrapping her arms around his torso with surprising strength. The first thought that popped into his head was that this girl and Pipsqueak _had_ to be related.

"Eeeee! Thank you! Thankyouthankyouthankyou!" The littlest girl squealed, loosening her death-grip on him and staring at him with those huge, innocent eyes of hers. Yep. Definitely related. The Once-ler allowed a small, awkward, but genuine smile to cross his features as he shook the uncanny similarities from his mind. He patted her on the head, but focused his attention on the other two girls as they began to realize that they were no longer in any immediate danger. The apparently eldest of the three seemed unsure of what to think as she heaved herself up from the ground, absently helping her pink-clad sister to stand as she gaped at the vast expanse of Truffula trees in the midst of the valley.

"Where...?" The eldest began to question before being interrupted by her sister.

"This day _so_ just went from bad to weird... whoa!" She exclaimed as she noticed the very tall man sitting on the ground before her, her younger sister still on his lap with her arms refusing to unwrap themselves from his skinny frame. Margo, taking note of the fact that the tall man was just about as confused as they were, cleared her throat.

"Ummm... Hi there, did you... did you just save us?" she stammered out. She wasn't quite sure what to make of all this... perhaps she was just having a bad dream? Imagining it? It certainly wasn't _too_ bad, she could've found herself and her siblings in some sort of strange fairy-tale land where odd creatures lived and everyone rhymed their words.

She looked at him tentatively as the tall man nodded slowly. When his answer came out as a very brief and quite, "Yes," she got the feeling that he didn't want to trust himself with too many words at the moment. Her observation was enforced when he cleared his throat in slight discomfort, but at that point she didn't care how uncomfortable it made him. She couldn't stop herself from pouncing and wrapping him up in a tight hug. She didn't really notice Edith do the same, and when the man fell over from this sudden barrage of hugging with a surprised little yelp, she just held on tighter.

* * *

The Once-ler was not expecting the bombardment, nor did he care for it too much when he was barrelled backwards as the weight of the two other girls combined with the smallest's refusal to let go set him off-balance. He lay there, helpless against the girls' hugging attack. After a while, he patted them each on the back comfortingly, deciding that it was the best thing to do after their previous ordeal. Perhaps they were in shock and had lost their minds?

The minutes passed, and the Once-ler finally decided that he couldn't lie here all day... well, he _could_, but he had a furry orange meatloaf to find. He was sure the Lorax had something to do with this now that he thought it over, and he was determined to find out how and why. He attempted to rise, but had no such luck. Eventually, he hugged all three of them close, sitting up as he did so to let them know silently that it was about time they let him stand.

Very slowly, the three girls complied, hesitantly releasing their hold on their tall and lanky rescuer. Well, to be completely precise, the smallest of the three was pried away by the eldest and the one in pink deliberately squeezed the air out of him before she let go. After a moment of awkward silence as he stood up, the brown-haired girl cleared her throat.

"I... suppose we should introduce ourselves... um, hi, I'm Margo," she said, holding out her hand. She clearly had a take-charge personality, the Once-ler thought as he took her hand. She half-smiled, encouraging the other two to follow suit and introduce themselves.

"I'm Edith!" The girl in pink stated loudly, as though she thought he couldn't hear her from so high up. The fall hadn't seemed to faze her at all.

"And I'm Agnes," said the smallest girl with a giggle. She gazed up at him from where she stood at his ankle, those frighteningly big eyes reminding him more than ever of the tiny Bar-ba-loot. Talk about déjà-vu. The Once-ler nodded at each of their names, committing them to memory as he offered a small smile in return.

"I'm generally called the Once-ler; nice to meet you three," he said. Agnes and Edith broke into a giggling fit. He simply rolled his eyes good-naturedly as he watched Margo attempt to hide her amusement.

"Generally called?" the eldest girl asked when she finally managed to compose her features. The Once-ler simply nodded. He didn't want these three little girls using the nickname his degrading mother had given him; 'Oncie'.

"You'll probably find out," the Once-ler said. There was some truth to that statement, depending on how long the girl's stay turned out to be. There was no guarantee his mother would visit, but once they'd met the Lorax, there was no keeping his other nickname of 'Beanpole' a secret. Not that he really minded the name.

"Hey, Beanpole!" Speak of the devil...

"Y'all right?" the Lorax yelled over to the Once-ler as he and a large group of Swomee-Swans, Bar-ba-loots and Humming-Fish ran towards them. Agnes and Edith ceased their giggling to stare wide-eyed at the oncoming chaos of colourful fur and feathers. Margo stared as well with a mixture of shock and interest, but her gaze soon began to glaze over as her mind attempted to shut down all trains of thought. Out of the corner of her eye, she saw her sisters fall heavily into the grass before she, too, felt the ground rise up to meet her.

* * *

The three small girls collapsed, landing with three small thuds in the grass. Was it shock, perhaps, in response to the rather large gaggle of now-familiar animals running towards them? The Once-ler gasped involuntarily, leaning down to check the three girls for any signs of head injuries.

Nothing obvious showed, but he wasn't going to take any chances. Ignoring the questioning eyes of the Bar-ba-loots and Swomee-Swans, he picked Margo, Agnes, and Edith up from the ground with difficulty; proceeding to carefully make his way towards his tent. He felt the Lorax's gaze on him as he walked quickly away, and he called back;

"I'll want an explanation, Meatloaf, I know it's got something to do with you!" After a good five minutes, he arrived at his tent, arms aching with the effort of holding up the three unconscious little girls.

The task of opening the door was one he would've gladly bypassed, but he managed it after several strained attempts. He set the girls down on the bed, rubbing his sore arm muscles and muttering words along the lines of 'keep calm' and 'stop muttering to yourself' and 'do something useful'.

After another minute of pause, he shuffled over to the sink to fill a bowl full of cold water. He had no idea what the water was in aid of, but it seemed like the logical thing to do in this particular situation, so he did it. He rummaged around for a dishtowel, pulling one out from under a pile of Truffula fruit debris and dipping it in the water. A few curious heads poked past the door and gazed into the room, where the Once-ler paced back over to the bed, sitting down beside the girls' sleeping forms. A particularly orange and mustached face appeared a moment later, entering without consent and padding up to the bed.

"So, you gonna tell us what's goin' on?" the Lorax asked, hands clasped behind his back. The Once-ler shot him an angry glare as he wrung out the dishcloth and set it gently on Agnes's forehead.

"So, _you_ gonna tell us what's going on?" he said in return, copying the Lorax's tone.

"What do you mean?" the Lorax asked, his mask of indifference faltering.

"Well," said the Once-ler, "You keep claiming to possess 'powers'. Don't you think it makes just a little bit of sense that it'd be you?"

"I didn't mean any harm..."

"_Didn't mean any harm?_ Meatloaf, they could've _died_!"

"I know, I know! I just wanted to open up a dimensional portal to prove it to ya. I didn't think there'd actually be anyone on the other side... or that they'd come out of the sky! Usually it's just a small one a lot closer to the ground..." The Once-ler sighed. There was no point to this. He was still a bit angry and frustrated, but there wasn't anything he could do about it now. He continued to pat the cool cloth over the girls' foreheads as the Lorax watched, concern evident on his face. At the very least, the furry meatloaf was remorseful, and the Once-ler took comfort in that simple act of emotion. After a slightly awkward silence in which the Once-ler went about his business and the Lorax watched, the furry orange guardian spoke up.

"So, uh, Beanpole?"

"Hm?"

"Why didn't you just have Melvin carry the girls?"

"I... look, I panicked, okay?"


	2. Chapter 2

The question remained; why _hadn't_ he had Melvin carry them? It would've been a lot easier for the mule. The Once-ler decided not to dwell on it, it didn't matter. The other immediate reason not to dwell on it was the animal's curiosity of the girls. They were all trying to catch a glimpse of the three small humans that had panicked their current resident human so much. It was a struggle to get them to pay attention, and perhaps even more of a struggle to make them back away. He told them that the girls needed space, and that they _really_ should go outside. It hardly worked, but a few of them left, and more followed when he said that the girls might be hungry when they woke up and would appreciate Truffula fruit to no end. That was as far as he was going to get with the remaining animals, and he sat down heavily with a sigh, proceeding to dab Margo's face with the dishcloth. The Lorax watched silently, having the decency to stay relatively out of the way.

The eldest girl groaned lightly, and the Once-ler paused and took the cloth away as she twitched her eyes open. Her gaze fell unseeing on the roof, then it travelled around the room, hardly taking it in.

"Where's this?" She asked groggily, sitting up on her elbows. Seconds later, she met the Once-ler's gaze with a start. The Once-ler glanced at the Lorax, who only shrugged in response, but when he looked back at Margo, the girl was no longer watching him. She had followed his glance with her eyes and was now staring at the furry orange creature standing beside the bed. The eldest sibling seemed to be caught in the midst of a tough decision; should she scream in horror or simply gawk in wonder at the bright orange... _thing_ in front of her? She was already doing the latter, so she might as well stick with it, but her plan was interrupted by the sound of a low moan emanating from left side of where she sat. Where was she sitting, anyway? She jumped in surprise when she found herself on a bed, with her siblings tucked in close beside her. Her gaze once again fell on the tall... what was his name? Once-ler? The orange mustache-thing forgotten for the moment, she asked the Once-ler;

"What happened?" The Once-ler didn't answer, just shot a piercing look at the orange thing as he gently helped Edith to sit up. The girl in pink rubbed her eyes with one hand, looking around.

"Ugh, I think I'm gonna lose my breakfast..." she moaned. Then her eyes widened significantly as she noticed the furry orange creature as well.

"Whoa," she said for the second time that day. She and Margo shared a look. A third groan sounded out across the room as Agnes began to wake, and the Once-ler was instantly holding out a long arm to help her up. Margo decided right then and there that she liked this guy. The minute Agnes opened her eyes, her face lit up with a huge, toothy smile as she spotted the Once-ler. She practically knocked him over as she pounced him, wrapping him up in yet another of her impossible-to-get-out-of hugs. He just patted her lightly on the back, then somehow, _somehow_ redirected her attention to the furry orange thing. Margo still didn't know how he managed it, but it worked, and her little sister saw the thing standing there, staring back at her.

"OH MY GOSH!" Agnes exclaimed with glee. "It's a big fluffy mustache animal!" and her grip on the Once-ler was instantly released as she dove at the poor creature. The Once-ler smiled as the Lorax started in surprise before being bowled over by the little girl. The Lorax's surprise was only momentary, though. He soon adopted an air of patient annoyance, and his arms went to his sides as he clenched his hands into tiny fists. This was no amazing feat, considering that Agnes was practically pinning his arms anyway.

"I am _not_ fluffy!" he exclaimed. Agnes jumped as a fearful yelp escaped her, and she scrambled back to the safety of the bed where the Once-ler sat watching this exchange with amusement. Agnes practically curled up beside him as she clung to his arm, staring at the Lorax. To his surprise, Edith snatched up his other arm and Margo moved closer as well. He gave each girl an odd look in turn, then redirected his attention to the Lorax, sighing.

"Mustache, this is Margo, Edith, and Agnes. I'd tell you which one is which, but I don't think they're going to let me," he said in a cheerfully sarcastic tone, indicating that his arms were currently occupied. The Lorax nodded his greeting, still not daring to speak for fear of another of those weird human reactions.

"Girls," the Once-ler continued in much the same way, "This is the Lorax, he speaks for the trees." The three girls' gazes didn't waver, but Agnes loosened her grip on the Once-ler's arm a bit. The little girl, in a random fit of bravery, stepped slowly down from the bed and walked cautiously up to the Lorax. Then she cocked her head to the side, holding her arms out wide, offering him a hug of truce. The Lorax had no idea what this odd human gesture was supposed to mean, and so did nothing. He glanced at the Once-ler in slight confusion, raising an eyebrow. The Once-ler rolled his eyes and nodded in Agnes's direction, silently mouthing the words 'give her a hug'. The Lorax's other eyebrow shot up to match the height of the other. It was obvious that the idea didn't appeal to him, but he allowed her to give him a hug, albeit a much gentler one.

"He... he _talked_..." Margo managed to say, having taken the opportunity of her sister's absence from the bed to grab hold of the Once-ler's arm in her place.

"Yes, yes he did," the Once-ler said patiently, watching Agnes pull away from the hug and give the Lorax a wide smile. By the look on the Lorax's face, he could see her similarity to Pipsqueak, too. To Agnes, a new friend had been made. She stood in front of the Lorax, standing up as straight as she could, placing a hand on the top of her head and then moving it across to the top of the Lorax's head. The Lorax shot the Once-ler a questioning look as he stood stock-still, not sure what to make of this strange little human. The Once-ler simply shrugged and half-smiled, amused. Agnes lowered her hand and stepped back, clapping her hands in joy.

"We're the same height!" she exclaimed happily. Margo let a smile light up her features at this, the fear of this new creature melting away. She and Edith joined Agnes on the floor, taking the opportunity to look about their surroundings. The Once-ler watched from his position sitting on the bed as the Lorax joined him. They saw the girls' expressions change from happy, to confused, to interested, back to happy again, and then to delighted as they searched the tent. Only when the various forest creatures from before returned with their arms, fins and wings full of strange purplish fruits did they become a bit nervous once more. Margo scooted closer to the bed, grabbing hold of one of the wooden bars of the footboard.

"Uh, can _they_ talk?" she asked after a moment of baffled silence as a tiny little bear-like animal with a light patch on his chest offered her a fruit. She accepted it shyly, offering a quiet 'thank you' as she waited for the Once-ler's answer.

"Not that I know of," the Once-ler said after a minute of thought. "But they can understand you."

"Oh," she stared at the odd-coloured fruit in her hand. "Are these edible?" The Once-ler nodded.

"They're really good!" Came Edith's muffled exclamation from behind a big mouthful, and Agnes nodded her agreement as she stuffed a second one into her mouth. Margo studied the fruit for a few seconds more before taking an experimental bite. It tasted a bit like an apple, but that flavour was soon washed out by the delightful mix of citrus and berry juices that dominated her taste buds. It was the most delicious fruit she had ever eaten! When the small bear-creature with the patch returned with another, she accepted it gladly with a nod of thanks. The little bear then retrieved another armful of fruits from a much larger one of his kind, hobbling over to the edge of the bed where the Once-ler picked him up and set him on the quilt between him and the Lorax. The bear smiled happily from behind his burden of fruits, and Margo was instantly reminded of Agnes. She looked towards her younger sister, who seemed to have started a game with the land-fish.

"Thanks, Pipsqueak," she heard the Lorax's gruff voice say, and she turned to see him pat the small bear on the head as he bit into a fruit.

"Pipsqueak?" she asked.

"It's his name," the Lorax said.

"What is he?"

"Bar-ba-loot."

"Barba-what?"

"He's a Bar-ba-loot," the Once-ler broke in, scratching the little bear behind the ears. "And they," he continued, pointing to the land-fish, "are Humming-Fish."

"What are the birds?" she asked, finding this whole place looking a heck of a lot odder by the second.

"Swomee-Swans," the Lorax answered. Margo nodded in baffled silence. She watched as the Once-ler pulled a marshmallow out of his pocket and handed it over to Pipsqueak, the little Bar-ba-loot practically jumping on the spot in excitement. Okay, feeding junk food to animals, that's always a good idea... Agnes started giggling and Margo adjusted her gaze. The Humming-Fish and Swomee-Swans had begun to tickle her little sister, and the girl was desperately trying not to kick the animals as she rolled around, laughing wildly. Margo giggled at her sister's plight, looking around for Edith. At first, the pink-clad girl was not to be found, but then she spotted her in the midst of a team huddle with the Bar-ba-loots. She was whispering urgently, and a few moments later, the huddle broke up and the Bar-ba-loots ran for the door.

"Go long!" Edith yelled, holding up one of the purplish fruits like a football, ready to throw. And throw it she did; right out the door. She ran after it and the game proceeded outside. Margo glanced back at the Once-ler, who was evidently relieved that his tent wasn't the object of yet more destruction than it had already endured. The Lorax simply watched the proceedings with interest, though he managed to maintain an air of indifference to cover the fact that he was actually fascinated by the behavior of human children. Margo grinned with delight at these colourful newfound friends. Perhaps this place was just what they'd been looking for all along.


	3. Chapter 3

**A/N: And the next chapter is finally up! Please read, review, and (most importantly in the grand scheme of things as far as fanfiction goes), enjoy!**

* * *

"Y'know," the Lorax whispered to the Once-ler, so as to keep the two girls that were still in the tent from hearing, "These kids aren't so bad. They're kinda like the Bar-ba-loots in a way. That girl's definitely got the same mindset as Pipsqueak."

The Once-ler shot him a somewhat stern look, though he agreed wholeheartedly. They were good kids, but they didn't belong here. They probably had lives to get back to.

"As much as I want to agree with you, you shouldn't have brought them here." He said in return in a hushed voice, "they're parents'll get worried."

Unbeknownst to both of them, Margo was listening in, acting as though she was far more intrigued by her younger sister's vain attempts at tickling the Humming-Fish. The mention of 'parents' definitely hurt, but she realized that it wasn't the Once-ler's fault. He didn't know. Yet, it still couldn't prevent the lump from rising into her throat. Maybe they were being too much of a burden on their host? Maybe he didn't want them there? He wouldn't be the first.

As the two continued to whisper, arguing about one thing or another – she didn't really care anymore – she gently pulled Agnes away from her game of tickling.

"We should go," she whispered into her younger sister's ear.

"Why?" Agnes whispered back, feeling as though the situation was urgent and required lowered voices, though she didn't know exactly _why_.

"Let's... just go get Edith and get back to Miss Hattie's. She'll be livid if we're not there before curfew."

"But I don't want to go," Agnes whispered.

"Miss Hattie'll have us in the Box of Shame until we're old enough to drive if we don't!"

"Miss Hattie'll never see us again if we stay."

"We've been a burden on Mr Once-ler long enough," Margo whispered urgently, but her expression softened when she saw the crestfallen look on her sister's face.

"_Mr_ Once-ler?" came the gruff voice of the Lorax. Margo spun around to find that both the Once-ler and the Lorax were watching them, evidently quite amused. The Humming-Fish had also stopped their game to listen in; all of their faces wearing each other's confused expressions.

"Never thought I'd hear ya called that," the Lorax said to his friend. The Once-ler merely ignored the furry orange creature's comment, focusing his attention instead on Margo and Agnes.

"Who's Miss Hattie?" he asked thoughtfully. Margo blanched slightly at the name. After a day like this – thrilling, exciting, full of wonder and adventure – she really didn't want to go back to thinking about the lady that made their lives unbearable. The slight discomfort didn't go unnoticed by the tall man, and he gave her an apologetic look for the question. Agnes, however, didn't seem to mind the inquiry, and readily gave an answer that must have baffled the Once-ler for a moment before he could put the pieces together.

"We're orphans," Agnes said, her voice still quite chipper and childish, but with an undertone of gloom resonating from the large eyes that blinked up at the man.

"Oh, the Once-ler said, flinching slightly at his mistake. Margo instinctively waited patiently for the inevitable question of 'What happened to your parents?' but it was never voiced. Seconds later, she realized that her youngest sister had crawled onto the bed beside the Once-ler and was squeezing him around the middle for dear life.

"Don't make us go back there," she said pleadingly with an enormous pout on her face and her big eyes shining. The Once-ler simply looked back at her and smiled. Margo was annoyed to find a hint of amusement cross his features, but remained silent.

"Tell me, Agnes," he said quietly to the little girl. "When exactly did I say you had to leave?" Agnes loosened her grip slightly, burying her face into his side as she thought hard.

"I don't know," she said eventually, looking up at him. "I didn't hear you say it."

"Precisely," he said, placing an arm around her little body. He held out the other arm to Margo, who stood with a mixture of shock and glee. She couldn't help the smile that rose to her eyes as she sat and hugged him from the other side. Perhaps they really _were_ home after all. Mr Once-ler seemed to know how to treat little kids, that was for sure. She was honestly impressed that he hadn't asked the 'what happened' question. He seemed to have sensed that it might dredge up bad memories.

The Once-ler hadn't asked the three girls about their parents. He didn't need to know. Agnes and Margo were squeezing the air out of him as the Lorax looked on with... was that pride? Really? The Once-ler shot him a look and the small smile of the orange meatloaf's features instantly dropped and was replaced by the simple look of fake innocence. The Once-ler ignored him completely after that. He sat quietly, noting that the proud gaze the Lorax gave him had returned, but this time he paid no heed, instead attempting to unwrap the girls' arms from around his torso. Margo let go without a fuss, but he had required her help to pry Agnes away. The little girl hung on for dear life as Margo desperately pulled at her feet. The Once-ler gasped.

"What's that?" he asked dramatically, pointing out the window. It immediately had the desired effect. Agnes lost her concentration for a mere moment, and that was all it took for Margo to yank her to the floor, laughing as they rolled right into a group of Swomee-Swans. The Lorax snorted, recognizing the Once-ler's trick. The Once-ler merely gave him an innocent look in response.

"Hey, guys, you gotta come see this!" Edith exclaimed as she ran into the tent, a Bar-ba-loot or two following at her heels as though she was the most interesting thing that could possibly gain their attention. Margo shoved Agnes from her perch on her stomach, unfurling herself from the group of baffled Swomee-Swans as she stood to heed her pink-clad sister's call.

As the Swomee-Swans, Humming Fish, Agnes and Margo fled after Edith, who had turned to run right back outside again, the Once-ler and the Lorax shared a curious look. The Once-ler shrugged and plucked Pipsqueak from his spot on the bed before he followed, accompanied by the furry orange meatloaf.


	4. Chapter 4

**A/N: Here ya go! Next Chapter. (Finally, right?)**

* * *

The Once-ler stepped out into the afternoon sun, holding Pipsqueak in one hand while shielding his eyes with the other. The Lorax put a hand over his eyes as well as he looked around for anything peculiar the girls might have thought was interesting enough to freak out about. Everything seemed normal to him, but then, these were humans he was dealing with. Who knew what sorts of things made kids excited? He had dealt with orphans before, but they were of the animal kind.

A loud giggling turned his wandering attention towards the three girls who had crowded themselves around the base of a Bar-ba-loot tower. The Bar-ba-loots were simply going about their daily business of fruit-gathering, but the girls seemed to find it highly amusing. This notion confused the Lorax to no end. What was so funny about it? He looked up at the Once-ler, who was smiling at the girls' antics while attempting to keep hold of a struggling Pipsqueak. The Once-ler kept a firm grip on the tiny Bar-ba-loot until he had lowered Pipsqueak to a less dangerous height. The second he let go, Pipsqueak burst off in the direction of his relatives and climbed up over their heads to the top of the tower. This brought on a whole new wave of mirth from Margo, Edith and Agnes. Seriously, what was so funny?

The Lorax looked up at the Once-ler once again. Whatever this joke was, he seemed to get it. The Once-ler glanced down at the Lorax and noticed the orange creature staring at him like he had gone completely mad. He simply shrugged, then gestured with a hand over to the place where Melvin still stood chewing away at the bit in his mouth. The Lorax nodded to indicate that he understood, then watched pensively as the Once-ler walked away to take care of his mule. The tall beanpole of a human stretched his arms as he walked. Who could blame him? His daily endeavors consisted of catching three little girls out of the sky only to have the air squeezed out of him in their grips of death.

The Lorax turned his attention back to the spectacle before him. The Bar-ba-loots were now attempting to balance Agnes on top of the tower. The girl was oblivious to their struggles to keep upright as she attempted to reach the nearest Truffula fruit. The Lorax shook his head slightly. _Now_ he saw the comedic value.

The Once-ler gave Melvin a pat on the neck as he took off the bridle. The mule uttered a soft, appreciative bray, shaking his head to get the kinks out of his jaw. The Once-ler hung the bridle up on a hook that stuck out from the side of his tent and turned to walk back to the scene of the girls' enjoyment. As he walked, though, he caught a small snippet of conversation, and he found himself slowing to a stop just out of view.

"...you become orphans?" The Once-ler simply stood rooted to the spot. The voice belonged to the Lorax. He hadn't heard much of the question, but enough to know what it was, and what sort of memories it might bring to light. He listened for a few seconds more as the silence around the corner became more and more pronounced. After what must have been a few millennia, for there was no other possible amount of time that could make a silence _that_ awkward, the pink-clad sister spoke out quietly.

"Our parents gave us away," she said simply with a hint of defiance and hurt in her voice. By this time the Lorax _had_ to have realized that his question had been a mistake.

"Shush, Edith," The Once-ler heard Margo say. She continued in a less stern, yet just as pained voice.

"Our mother packed us some clothes one night and drove us to the orphanage. No warning; just... dropped us off and left us there."

"Miss Hattie's e_vil_," Agnes added in a whisper. Miss Hattie must have been the orphanage's owner. The Lorax wouldn't know that, so the Once-ler stepped into the scene before the meatloaf could ask another question proving him worthy of his nickname. He pretended he hadn't heard a word, acting as though he'd stepped into a very awkward scene and he was confused by it.

"Uh, did I miss something?" He asked innocently, looking from the girls to the Lorax. The girls shook their heads and the Lorax turned his gaze to the ground.

"All right..." the Once-ler said with false hesitancy. "Why don't you girls let the Humming Fish take you down to the river for a swim before I make supper, all right?" Agnes immediately perked up and Edith grew a smile, but Margo remained slightly dejected.

"But we don't have swimming suits," she said matter-of-factly.

"Just jump in with your clothes on," he countered. "Whoever said towels can't be used as temporary dresses wasn't thinking straight."

"All right!" She said, convinced. She took her sisters' hands and let the Humming Fish lead the way down to the riverbank. The Once-ler wasn't worried. The water was relatively calm during weather like this. He turned to face the Lorax, his expression clearly relaying that he meant business. The furry orange meatloaf had a very guilty look plastered to his face as he looked back up at the Once-ler.

"I..." he started, but the Once-ler cut him off.

"What were you thinking?" he asked, exasperated.

"I was just asking..."

"Exactly! You don't..." the Once-ler glanced down to the river for a split second, feeling as though the two of them were being watched. As it were, Agnes had spotted them talking and was staring at them quizzically. The Once-ler gave her a half-smile and took the Lorax by the arm, leading him around to the front of the tent and inside. He set the orange creature down on the bed and began pacing a circle into the floor.

"You don't just go asking three little girls how they lost their parents! I can forgive you for nearly killing Pipsqueak and me in the river, I don't know _how_, but I can... however, _this_ is gonna take a lot more than an apology."

"Well, I didn't know! What else can I say but 'sorry'?" The Once-ler took a deep breath and stopped pacing in an attempt to calm himself.

"Figure it out," he said quietly, then left the tent. The Lorax sat a bit dumbfounded for a moment before hopping off the bed. He noted that Once-ler had left the door ajar so he could get out if he wanted. The kid may put on a stern face, but he was always aware of everyone's needs. The Lorax stood there thinking with no intention of moving until he'd lived up to Once-ler's expectations and solved his current problem.

The Once-ler found himself walking into the Truffula forest, no real aim in mind. He might've been a bit harsh on the Lorax – the orange fur ball didn't know any better; but the question posed reminded him of his own parental situation, and he knew how painful a subject it could be. He wasn't an orphan, but he understood.

The Once-ler's father had been very kind to him and his brothers, but his mother and father didn't get along in the slightest. It always made him wonder why they had married in the first place. Eventually, it got to be too much. They filed for a divorce. His father remained at home while the details were worked out, and the Once-ler sincerely hoped he would gain custody over the three of them. It didn't happen. Somehow, _somehow_ his mother managed to be a convincing enough parent during the days it mattered to keep the kids on the farm with her. On the day his father left, the Once-ler begged to go with him, but it wasn't to be. He followed his dad as far as he could, and when the two were out of earshot of the others, his father leaned down and took the Once-ler's hat from his head, spinning it around in his hands a few times.

"You know," he said quietly with an air of conspiracy. "Your mother never did like this thing." He smiled, replacing the hat to its proper place. The Once-ler smiled in return. His father hugged him before standing back up to leave; and the Once-ler never saw him since. The hat never again left his head.

He came back to his present situation when he tripped over a tree. He played that last statement back in his head, and instantly came to think that it was an odd question of circumstance to trip over a tree of all things. He wasn't _that_ tall. Bringing his arms under his chest, he pushed himself up and flipped over to a sitting position, looking in the direction he had come. Lying across what had been his path was a freshly fallen tree trunk. The end where it had split looked as though it had been rotting for quite some time, leaving only a mottled and sickly-looking stump to mark where the tree had once stood. Looking up the trunk to the other end, he nearly started in surprise.

The tuft of the tree was a beautiful cyan blue where the light managed to shine through, though it gradually deepened into a far darker, almost black shade of the colour towards the center. Looking back at the trunk, he found the bark to be a dark grey; black rings gently coiling their way up to the tuft. He had initially thought that the trunk's odd colour was a result of the disease that caused the tree to fall, but now he wasn't so sure.

The fruit that hadn't been crushed on impact with the ground was not the usual pinkish-purple colour of the other trees, but rather a very deep purple. It must have fallen recently, and the infection must not have damaged more than the one area, for the rest of the tree looked positively serene and free from harm. It hadn't even begun to decompose. Perhaps Truffula trees never did.

He stood up, the knitting needles he had taken to carrying around with poking him through the lining of his pocket. He took them out and twirled one between his fingers, zoning out for a while.

Back at the tent, the Lorax was contemplating his own situation. He would have absolutely no trouble simply walking up to the girls and apologizing, but the Beanpole had told him it wouldn't be enough. Perhaps he had a point. If he simply apologized, it would bring the topic up all over again, and that was something that the Once-ler obviously wanted him to avoid. Perhaps a gift of some sort? No, that'd be too obvious; and figuring out what sort of material things humans needed wasn't really within his area of expertise. He wanted to ask the girls what he could do to make up for his ignorance on the subject of human orphans, but Beanpole'd have his neck for it. This was a lot tougher than he thought it'd be. The Lorax sighed, wandering over to the window. The flap was partially raised and held up by a small length of knitted Truffula fibres left over from the Once-ler's Thneed. He gazed outside with slight difficulty due to the height of the window, but he still managed to see the girls and the Humming Fish diving around in the water, having the time of their lives while the Bar-ba-loots splashed them as they cannon-balled into the river.


End file.
